| The Directors hereby present the 23rd Annual Report of the company
along with Audited Statement of Accounts for the year ended 31st March,
2013.
FINANCIAL RESULTS
SN Particulars 31.03.2013 31.03.2012
No. (Rs. in Lac) (Rs. in Lac)
1. Total Revenue 2.46 30.92
2. Total Expenses 15.01 61.63
3. Profit/(Loss)
before Tax &
Extraordinary & (12.55) (30.70)
Exceptional Items
4. Exceptional Items - (10.15)
5. Profit/(Loss)
after Tax (12.55) (40.86)
As you all are aware that the company is not carrying in any
manufacturing activity since December, 2010 the financial results are
below average. The company has carried only trading of some items
during the year under report. Your directors have already passed a
special resolution in the previous year itself under Section 293 (1)
(a) for sale of substantial part of company's undertaking. The
Management is looking for various avenues for reviving the company.
They are looking into fields if information technology, business
process outsourcing, hospitality, establishment of restaurants, motels,
retail chain etc.
Your directors are hopeful that the company will resume its operations
very soon.
DIVIDEND
Since the company has undertaken operations at very small level and
that too without earning any profits, your directors express their
inability to recommend any dividend.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Sh. Vishal Patel and Sh. Kanav
Bhatia, retire by rotation at ensuing Annual General Meeting and being
eligible , offer themselves for re-appointment as directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report highlighting the present
scenario of the industry and its viability for the company is attached
separately to this Report and forms part of this.
CORPORATE GOVERNANCE REPORT
A detailed Corporate Governance Report is included in this Report. A
certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement is part of this report.
LISTING ON STOCK EXCHANGES
The company's shares are listed on Bombay Stock Exchange Limited and
Delhi Stock Exchange Limited. The company has applied for Voluntary
delisting under Securities and Exchange Board of India (Delisting of
Securities) Guidelines 2003 to Delhi Stock Exchange. The application is
pending with Delhi Stock Exchange.
FIXED DEPOSITS
The Company had no unpaid/unclaimed deposits as of March, 2013. The
company has not accepted any fixed deposits under Section 58 A of the
Companies Act, 1956 during the year ended 31st March, 2013.
PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956 The
information required under section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules 1975 may be
treated as NIL. Industrial relations continued to be peaceful and
cordial.
AUDITORS
M/s S K Bhalla & Company, Chartered Accountants, retire as Statutory
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the company has obtained a written certificate from the
Auditors to the effect that their re- appointment, if made, would be in
conformity with the limits specified therein.
COMMENTS ON AUDITORS REPORT
Point wise reply on Auditors Qualification
1 (c) As there had been no business, the company had stopped the
production w.e.f. December, 2010. Due to non-production, the plant and
machinery was becoming obsolete. Your directors were left with no
alternative except to sale a part of fixed assets. However, the company
remains going concern. Further, the company has also carried a
resolution u/c 293 (1) (d) of the Companies Act, 1956 through Postal
Ballot in terms of Companies (Passing of Resolutions by Postal Ballot)
Rules, 2011 for sale of undertaking.
3 (b & c): The company had advanced loans to certain entities. Due to
break in continuity of business, the recovery of such loans has become
impossible. When the recovery of principle amount has been doubtful,
the interest has not been charged to give a true and fair view of
accounts. These transactions had been in the ordinary course of
business.
6. No unsecured loans have been accepted from business firms and
relatives of directors. These transactions and outstanding are on
account of business transactions during the year.
11. Due to the reasons beyond the control of Directors, the company
has defaulted in making the payments to IDBI Bank Ltd., Mandi
Gobindgarh against Secured Loans (C/c & BP). An application for One
Time Settlement & Waiver of Interest, charged by the bank, had been
submitted and initially approved by IDBI Bank Ltd. However, the Bank
subsequently revoked the one time settlement vide its letter dated 7th
March, 2013. Your Directors are taking earnest steps to revive the
settlement plan with the Bank. No interest has been provided as the
accounts are NP A.
COMPANIES COMPLIANCE CERTIFICATE
The compliance certificate issued by a Practicing Company Secretary in
terms of the provisions of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules 2001, is attached to this
report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your directors confirm:
i) that in the preparation of the annual accounts for the period ended
March 31st, 2012, the applicable accounting standards have been
followed.
ii) that appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs as at March 31, 2012 and of the net profit earned by the
Company for financial period ended March 31, 2012.
iii)that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) that the annual accounts for the period ended March 31, 2012 have
been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Particulars in respect of conservation of energy and technology
absorption and foreign exchange earnings and out go as required under
section 217(1) (e) of the Companies Act. 1956 are provided as under:
B) Technology absorption, Adaptation & Innovation.
The company is committed to the process involving industry knowledge,
training and adoption.
ACKNOWLEDGMENT
Your Directors wish to place on record the appreciation of contribution
made by all business constituents. They are also thankful to
shareholders of the company for their continued support to the company
during the year under report.
Place : Mandi Gobindgarh For and on behalf of the Board of Directors
Dated : 05.06.2013
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